Browse EX-10 agreements

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WORKING CAPITAL LOAN AGREEMENT

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This Working Capital Loan Agreement (this “Agreement”) is made and entered into as of April 6, 2026 (the “Effective Date”), by and between:

LENDER

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GV Assets Holdings Limited (Company No. 21888410), a company incorporated in the British Virgin Islands, with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Lender”);

and

BORROWER

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Goodvision Inc. (Company No. 4323547), a company incorporated under the laws of the State of California, with its registered address at 4430 Bush Circle, Fremont, California 94538, United States (the “Borrower”).

The Lender and the Borrower are each referred to herein as a “Party” and collectively as the “Parties.”

1. Background

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**1.1 **The Borrower is engaged in AI technology services and related commercial operations.

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**1.2 **The Lender is a shareholder of Goodvision AI Inc., which indirectly holds the Borrower through its subsidiary structure.

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EXHIBIT 10.23

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WORKING CAPITAL LOAN AGREEMENT

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This Working Capital Loan Agreement (this “Agreement”) is made and entered into as of June 4, 2026 (the “Effective Date”), by and between:

LENDER

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Yi Wang, an individual (the “Lender”);

and

BORROWER

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Goodvision Inc. (Company No. 4323547), a company incorporated under the laws of the State of California, with its registered address at 4430 Bush Circle, Fremont, California 94538, United States (the “Borrower”).

The Lender and the Borrower are each referred to herein as a “Party” and collectively as the “Parties.”

1. Background

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**1.1 **The Borrower is engaged in AI technology services and related commercial operations.

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**1.2 **The Lender is the Director and Founder of the Borrower.

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**1.3 **The Lender agrees to provide short-term working capital support to the Borrower, and the Borrower agrees to accept such Loan under the terms set forth herein.

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2. Loan Amount

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LOAN AGREEMENT

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This Loan Agreement (this “Agreement”) is made as of January 15, 2026 (the “Effective Date”), by and between:

(1) GV Assets Holdings Limited, a company incorporated in the British Virgin Islands with company number 2188841 (the “Lender”); and

(2) Goodvision Inc., a corporation incorporated under the laws of the State of California, United States (the “Borrower”).

The Lender and the Borrower are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

1. Loan Amount

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The Lender agrees to lend to the Borrower, and the Borrower agrees to borrow from the Lender, a principal amount of One Hundred Twenty Thousand United States Dollars (US$120,000) (the “Loan”).

2. Purpose of Loan

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The Loan shall be used solely for the Borrower’s general corporate and business operating purposes, including, without limitation, working capital, operational expenses, and business development.

3. Disbursement

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**FIRST AMENDMENT TO THE **

**KORSANA BIOSCIENCES, INC. **

**2025 EQUITY INCENTIVE PLAN **

WHEREAS,** **Korsana Biosciences, Inc., a Delaware corporation (the “Company”), maintains the ****Korsana Biosciences, Inc. 2025 Equity Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 10(d) of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time.

NOW, THEREFORE, pursuant to its authority under Section 10(d) of the Plan, the Board hereby amends the Plan as follows, effective as of June 30, 2026 (the “Amendment Effective Date”):

1.	The first sentence of Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**LICENSE AGREEMENT **

THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective as of June 8, 2026 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Korsana Biosciences, Inc. (formerly Korsa Biosciences, Inc.), a Delaware corporation (“Korsana”). Paragon and Korsana are also referred to herein individually as a “Party,” or collectively as the “Parties.”

**RECITALS **

WHEREAS, Paragon has developed and is continuing to develop proprietary platform technology for (a) the discovery and development of antibodies against therapeutically relevant targets, and (b) the delivery of therapeutic agents across the blood-brain barrier through receptor-mediated transcytosis;

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 21, 2026***,*** is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with the Issuer, the “Company Parties”), and each of the undersigned parties listed on the signature page hereto under “Purchasers” (each, a “Purchaser” and collectively the “Purchasers” and each such party, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively the “Holders”).

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RECITALS

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EMPLOYMENT AGREEMENT

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This Employment Agreement (the **“Agreement”) **is made and entered into and with effective date as of May 22, 2026, by and between **Jason McGlynn **(the **“Executive”) **and Ace Green Recycling Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to be employed by the Company or its employment subsidiary **AGR Personnel Inc., **on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. The Executive’s employment hereunder shall be effective as of **May 26, 2026 **(the **“Effective Date”) **and shall continue indefinitely, unless terminated earlier pursuant to Section 5 of this Agreement.

2. Position and Duties.

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Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***].

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of April 21, 2026, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), Ace Green Recycling, Inc., a Delaware corporation (the “Target”), and the purchasers identified on the signature pages hereto (each including its successors and assigns, the “Purchaser”).

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Real Technology Broker Ltd.

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To:	Tamir Poleg, I.D number 038309860 Of 11 Hagalim St. Arsuf, Israel	​

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May 6, 2026

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Employment Agreement

Dear Tamir,

We are pleased to extend you this offer of employment in Real Technology Broker Ltd. (the “Company”). This letter sets forth the terms of your employment, which, if you accept by countersigning below, will govern your employment with the Company (the “Agreement”).

1.	Duties, Obligations and Consents

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INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [●] day of [●] (the “Effective Date”) by and between Real REMAX Group Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Indemnitee is or was a director and/or officer of the Company, and/or is or was serving or may in the future serve as a director, officer, board observer, fiduciary or member of the management board (or foreign equivalent thereof) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (a “Covered Entity”) at the request of the Company;

WHEREAS, both the Company and the Indemnitee recognize the risk of litigation and other claims being asserted against directors and/or officers of public companies;

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Executive Severance Agreement

This Executive Severance Agreement (the “Agreement”) is made and entered into as of [DATE], by and between [EXECUTIVE NAME] (the “Executive”) and [Real Broker, LLC, a Texas limited liability company] (the “Company”), in connection with the Executive’s employment by the Company. Any capitalized terms not defined herein shall have the meaning set forth in the Company’s 2025 Stock Incentive Plan.

WHEREAS, the Executive and the Company have executed an offer letter dated [DATE], setting forth certain terms and conditions of the Executive’s employment with the Company (the “Offer Letter”), and an [Employee Intellectual Property, Confidentiality, Non-Competition and Non-Solicitation Agreement] dated [DATE], setting forth certain legal duties and obligations that the Executive owes to the Company both during Executive’s employment and after such employment ends (the “Restrictive Covenant Agreement”); and

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Executive Severance Agreement

This Executive Severance Agreement (the “Agreement”) is entered into as of [DATE], by and between Tamir Poleg (the “Executive”) and Real Technology Broker Ltd., a company registered in Israel under number 515095065 (the “Company”), and together with the Executive, (the “Parties”), in connection with the Executive’s employment by the Company. Any capitalized terms not defined herein shall have the meaning set forth in the Company’s 2025 Equity Incentive Plan.

WHEREAS, the Executive and the Company have executed employment agreement dated April 1, 2026 Employment Agreement, setting forth certain terms and conditions of the Executive’s employment with the Company (the “Employment Agreement”), and an Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking dated April 1, 2026, setting forth certain legal duties and obligations that the Executive owes to the Company both during Executive’s employment and after such employment ends (the “Restrictive Covenant Agreement”); and

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